Pharma-Bio Serv, Inc. Files Amendment to Annual Report

TL;DR

<b>Pharma-Bio Serv, Inc. has filed an amendment to its 2023 annual report, indicating ongoing compliance with SEC filing requirements.</b>

AI Summary

Pharma-Bio Serv, Inc. (PBSV) filed a Amended Annual Report (10-K/A) with the SEC on February 28, 2024. Pharma-Bio Serv, Inc. filed an amendment (10-K/A) to its annual report for the fiscal year ended October 31, 2023. The company is incorporated in Delaware and its principal executive offices are located in Dorado, Puerto Rico. Pharma-Bio Serv, Inc. is registered under the SIC code 8742 for Management Consulting Services. The company's common stock is not registered on any exchange under Section 12(b) of the Act. Pharma-Bio Serv, Inc. has submitted all required reports for the preceding 12 months and has been subject to filing requirements for the past 90 days.

Why It Matters

For investors and stakeholders tracking Pharma-Bio Serv, Inc., this filing contains several important signals. This amendment suggests that the company is making corrections or providing updated information to its previously filed annual report, which could impact investor understanding of its financial and operational status. As a non-accelerated filer and smaller reporting company, the details within this amendment are crucial for investors seeking to assess the company's performance and compliance.

Risk Assessment

Risk Level: low — Pharma-Bio Serv, Inc. shows low risk based on this filing. The filing is an amendment to a 10-K, which is a routine update and does not inherently signal significant financial distress or operational issues.

Analyst Insight

Investors should review the specific changes made in this amendment to understand any material updates to Pharma-Bio Serv, Inc.'s financial or operational disclosures.

Key Numbers

• 2023-10-31 — Fiscal Year End (Conformed period of report)
• 2024-02-28 — Filing Date (Filed as of date)
• 000-50956 — Commission File Number (SEC File Number)
• 0001304161 — Central Index Key (Registrant's Central Index Key)

Key Players & Entities

• Pharma-Bio Serv, Inc. (company) — Registrant name
• October 31, 2023 (date) — Fiscal year end
• 20240228 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• Dorado, Puerto Rico (location) — Principal executive offices
• 8742 (industry_code) — Standard Industrial Classification
• Lawrence Consulting Group Inc (company) — Former company name
• 20040923 (date) — Date of name change

FAQ

Risk Factors

• Filing Requirements [low — regulatory]: The company has filed all required reports for the preceding 12 months and has been subject to such filing requirements for the past 90 days.

Key Dates

• 2023-10-31: Fiscal Year End — End of the reporting period for the annual report.
• 2024-02-28: Filing Date — Date the amendment to the 10-K was filed.

Glossary

10-K/A

An amendment to a Form 10-K, which is an annual report required by the U.S. Securities and Exchange Commission (SEC). (Indicates that the company is updating or correcting previously filed annual financial and operational information.)

Non-accelerated filer

A filer that does not meet the criteria for a large accelerated filer or an accelerated filer, typically based on public float and filing history. (Provides context on the company's size and reporting obligations, influencing the level of detail and scrutiny expected in filings.)

Key Financial Figures

• $0.0001 — (g) of the Act: Common Stock, par value $0.0001 per share Indicate by check mark if th
• $100,000 — icers whose total compensation exceeded $100,000 for the fiscal years ended October 31,
• $600 — ively, and a statutory holiday bonus of $600 paid in December 2023. and 2022, respec
• $14,300 — October 31, 2023. (3) Represents (i) $14,300 health insurance plan expenses incurred
• $17,770 — Sanchez's employment agreement and (ii) $17,770 accrued vacation pay. (4) Represents
• $220,000 — led to receive an annual base salary of $220,000 and such discretionary bonus, stock opt
• $231,000 — , Mr. Sanchez's salary was increased to $231,000. Also, pursuant to the Employment Agre
• $500 — 100,000 plus a monthly car allowance of $500. Mr. Lasanta's employment agreement has
• $110,000 — ill pay Mr. Lasanta an annual salary of $110,000 and an annual bonus in cash or Company
• $106,000 — ent annual base salary from $110,000 to $106,000 and to eliminate Mr. Lasanta's automobi
• $125,000 — a's annual base salary from $110,000 to $125,000. On December 31, 2012, the Company amen
• $150,000 — a's annual base salary from $125,000 to $150,000 as of January 1, 2013. All other terms
• $160,000 — 07, to increase Mr. Lasanta's salary to $160,000, effective January 1, 2014 (the "Lasant
• $175,000 — to increase his salary from $160,000 to $175,000, effective October 7, 2019. Director C
• $12,500 — tion to our independent directors (i) a $12,500 quarterly retainer fee and (ii) an auto

Filing Documents

• pbsv_10ka.htm (10-K/A) — 282KB
• pbsv_ex311.htm (EX-31.1) — 10KB
• pbsv_ex312.htm (EX-31.2) — 10KB
• pbsv_ex321.htm (EX-32.1) — 5KB
• 0001654954-24-002305.txt (&nbsp;) — 512KB
• pbsv-20231031.xsd (EX-101.SCH) — 6KB
• pbsv-20231031_lab.xml (EX-101.LAB) — 21KB
• pbsv-20231031_cal.xml (EX-101.CAL) — 1KB
• pbsv-20231031_pre.xml (EX-101.PRE) — 14KB
• pbsv-20231031_def.xml (EX-101.DEF) — 2KB
• pbsv_10ka_htm.xml (XML) — 6KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION. 7 ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. 11 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. 12 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. 13 PART IV ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES. 14 3 Table of Contents PART III

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. (a) Identification of Directors. Name Age Positions with the Company Director Since Class (4) Kirk Michel (1),(2) 68 Chairman of the Board 2006 Class II Dov Perlysky (2),(3) 61 Director 2004 Class II Howard Spindel (1),(3) 78 Director 2006 Class III Irving Wiesen (1),(2),(3) 69 Director 2006 Class I _______________________ (1) Member of the Audit Committee and Compensation Committee. (2) Member of the Mergers and Acquisition Committee. (3) Member of the Nominating and Corporate Governance Committee. (4) Our Board of Directors ("Board") is divided into three separate classes, as nearly equal in number as possible, with one class being elected each year to serve a staggered three year-term. Class I directors are serving until the 2026 Annual Meeting of Stockholders, Class II directors are serving until the 2024 Annual Meeting of Stockholders and Class III directors are serving until the 2025 Annual Meeting of Stockholders." Kirk Michel , a director since 2006 and Chairman of the Board since January 2021, is the founder and a managing director of KEMA Advisors, Inc. ("KEMA"). Founded in 2000, KEMA is a boutique investment banking firm located in Charlotte, North Carolina. KEMA provides corporate finance advisory services to middle market companies and governmental agencies. Prior to KEMA, from 1995 to 2000, Mr. Michel was the co-founder and a managing director of Bahia Group Holdings, LLC, which provided corporate finance, public finance and merger and acquisition services to middle market companies and governmental agencies. Mr. Michel holds a M.B.A. degree in Finance and Accounting from the Columbia University Graduate School of Business and a B.A. in Economics from Northwestern University. Mr. Michel brings extensive leadership, business, and finance experience to the Board. His experience as an investment banker has given him broad understanding and

EXECUTIVE COMPENSATION

ITEM 11. EXECUTIVE COMPENSATION. Summary Compensation Table The following table provides the compensation paid to our principal executive officer and other executive officers whose total compensation exceeded $100,000 for the fiscal years ended October 31, 2023 and 2022 (the "Named Executive Officers"). Name and Principal Position Fiscal Year Salary Bonus (1) Option Awards($) (2) All Other Compensation Total Victor Sanchez President and Chief Executive Officer 2023 $ 231,000 $ 60,600 $ - $ 32,070 (3) $ 323,670 2022 $ 231,000 $ 53,600 $ 14,640 $ 14,300 (4) $ 313,540 Pedro Lasanta Chief Financial Officer, Vice President-Finance and Administration and Secretary 2023 $ 175,000 $ 50,600 $ - $ - $ 225,600 2022 $ 175,000 $ 33,600 $ 14,640 $ - $ 223,240 ____________________ (1) Represents bonus for services in fiscal years 2023 and 2022, which were paid in December 2023 and December 2022, respectively, and a statutory holiday bonus of $600 paid in December 2023. and 2022, respectively. (2) Amounts shown do not reflect compensation received by the executive officers. Instead, the amounts shown reflect the grant date fair value of options granted to the executive officers determined pursuant to FASB ASC Topic 718. The assumptions used to calculate the value of the option awards are set forth under Note I – Stock Options and Stock Based Compensation in our audited financial statements for the fiscal year ended October 31, 2023 included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2023. (3) Represents (i) $14,300 health insurance plan expenses incurred pursuant to Mr. Sanchez's employment agreement and (ii) $17,770 accrued vacation pay. (4) Represents $14,300 health insurance plan expenses incurred pursuant to Mr. Sanchez's employment agreement. Outstanding Equity Awards at Fiscal Year-End Table The following table summarizes information regarding equity-based awards h

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View this 10-K/A filing on SEC EDGAR